-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JAC5aQaub+/7sc2Ub+PEJIg+Qq9VwIHjg6i4Pzgh8TsZczpDmKGUlxQ4PkJ1oeBM CtvYt+/T6DdSEwH/e+eMpg== 0000950129-96-000033.txt : 19960116 0000950129-96-000033.hdr.sgml : 19960116 ACCESSION NUMBER: 0000950129-96-000033 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960112 EFFECTIVENESS DATE: 19960131 SROS: AMEX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVICE CORPORATION INTERNATIONAL CENTRAL INDEX KEY: 0000089089 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 741488375 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00177 FILM NUMBER: 96503111 BUSINESS ADDRESS: STREET 1: 1929 ALLEN PKWY STREET 2: P O BOX 130548 CITY: HOUSTON STATE: TX ZIP: 77219 BUSINESS PHONE: 7135225141 MAIL ADDRESS: STREET 1: P O BOX 130548 CITY: HOUSTON STATE: TX ZIP: 77219-0548 S-8 1 SERVICE CORPORATION INTERNATIONAL - FORM S-8 1 As filed with the Securities and Exchange Commission on January 12, 1996 REGISTRATION NO.33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- SERVICE CORPORATION INTERNATIONAL (Exact name of registrant as specified in its charter) TEXAS 74-1488375 (State or other jurisdiction of (I.R.S Employer Identification incorporation or organization) No.) 1929 ALLEN PARKWAY HOUSTON, TEXAS 77019 (Address of Principal Executive Offices) SERVICE CORPORATION INTERNATIONAL 1995 INCENTIVE EQUITY PLAN (Full title of the plan) JAMES M. SHELGER SENIOR VICE PRESIDENT SERVICE CORPORATION INTERNATIONAL 1929 ALLEN PARKWAY HOUSTON, TEXAS 77019 (Name and address of agent for service) (713) 522-5141 (Telephone number, including area code, of agent for service) -------------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================ PROPOSED PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED BE REGISTERED PRICE PER UNIT (2) PRICE (2) REGISTRATION FEE Common Stock, $1.00 par value 2,000,000 shares (1) $40.6875 $81,375,000 $28,061 ================================================================================================================
(1) There are also registered hereunder (i) the preferred share purchase rights associated with the shares of Common Stock being registered ("Rights"), and (ii) the resale of any such shares and Rights by persons who may be deemed affiliates of the Company pursuant to the provisions of Form S-8. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h). ============================================================================= 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference in this Registration Statement: (i) The Company's Annual Report on Form 10-K for the year ended December 31, 1994; (ii) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995; (iii) The Company's Current Report on Form 8-K dated June 7, 1995; (iv) The Company's Current Report on Form 8-K dated July 10, 1995; (v) The Company's Current Report on Form 8-K dated July 12, 1995; (vi) The Company's Current Report on Form 8-K dated July 13, 1995; (vii) The Company's Current Report on Form 8-K dated September 5, 1995; (viii) The Company's Current Report on Form 8-K dated September 12, 1995; (ix) The Company's Current Report on Form 8-K dated September 18, 1995; (x) The Company's Current Report on Form 8-K dated December 4, 1995; (xi) The description of the Common Stock set forth under the caption "Description of Securities to be Registered--Capital Stock" in the Form 8 Amendment No. 3, dated September 15, 1982, to the Company's Registrant Statement on Form 8-A; and (xii) The description of the Company's preferred share purchase rights contained in the Company's Registration Statement on Form 8-A dated July 26, 1988, as amended by Amendment No. 1 thereto filed under cover of Form 8 and dated May 11, 1990. All documents filed by the Registrant pursuant to Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the filing hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES A description of the Common Stock is incorporated by reference pursuant to paragraphs (xi) and (xii) of Item 3 above. The Company's authorized capital consists of 200,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $1.00 par value. As of November 30, 1995, there were 116,335,953 shares of Common Stock outstanding and no shares of preferred stock outstanding. The transfer agent and registrar for the Common Stock is Society National Bank. -2- 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Certain legal matters in connection with the securities offered hereby are being passed upon for the Registrant by James M. Shelger, Senior Vice President, General Counsel and Secretary of the Company. Mr. Shelger currently holds 29,996 shares of Common Stock free and clear of any restrictions (except with respect to resale restrictions under Rule 144), holds 8,493 shares of Common Stock that are subject to forfeiture under the Amended 1987 Stock Plan, as amended, and holds options to acquire 87,150 shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article 2.02-1 of the Texas Business Corporation Act provides that any director or officer of a Texas corporation may be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with or in defending any action, suit or proceeding in which he is or is threatened to be made a named defendant by reason of his position as director or officer, provided that he conducted himself in good faith and reasonably believed that, in the case of conduct in his official capacity as director or officer, such conduct was in the corporation's best interests, or, in all other cases, that such conduct was not opposed to the corporation's best interests. In the case of any criminal proceeding, a director or officer may be indemnified only if he had no reasonable cause to believe his conduct was unlawful. If a director or officer is wholly successful, on the merits or otherwise, in connection with such a proceeding, such indemnification is mandatory. Under the registrant's Restated Articles of Incorporation, as amended (the "Articles of Incorporation"), no director of the registrant will be liable to the registrant or any of its shareholders for monetary damages for an act or omission in the director's capacity as a director, except for liability (i) for any breach of the director's duty of loyalty to the registrant or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) for any transaction for which the director received an improper benefit, whether or not the benefit resulted from action taken within the scope of the director's office, (iv) for acts or omissions for which the liability of a director is expressly provided by statute, or (v) for acts related to an unlawful stock repurchase or dividend payment. The Articles of Incorporation further provide that, if the statutes of Texas are amended to further limit the liability of a director, then the liability of the registrant's directors will be limited to the fullest extent permitted by any such provision. The registrant's by-laws provide for indemnification of officers and directors of the registrant and persons serving at the request of the registrant in such capacities for other business organizations against certain losses, costs, liabilities and expenses incurred by reason of their positions with the registrant or such other business organizations. The registrant also has policies insuring its officers and directors against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable.
ITEM 8. EXHIBITS - ------- -------- 4.1 --Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to Registration Statement No. 2-50721 on Form S-1). 4.2 --Articles of Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 4(i)1 to Form 10-Q for the fiscal quarter ended July 31, 1982). 4.3 --Articles of Amendment to Restated Articles of Incorporation (incorporated by
-3- 4
--reference to Exhibit 3.1 to Form 10-Q for the fiscal quarter ended July 31, 1983). 4.4 --Articles of Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 4.7 to Registration Statement No. 33-8727 on Form S-3). 4.5 --Articles of Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-16678 on Form S-4). 4.6 --Statement of Resolution Establishing Series of Shares of Series C Junior Participating Preferred Stock, dated August 5, 1988 (incorporated by reference to Exhibit 3.1 to Form 10-Q for the fiscal quarter ended July 31, 1988). 4.7 --Articles of Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 3.8 to Registration Statement No. 33-47097 on Form S-4). 4.8 --Bylaws, as amended (incorporated by reference to Exhibit 3.7 to Form 10-K for the fiscal year ended December 31, 1991). 4.9 --Rights Agreement, dated as of July 18, 1988, between the registrant and Texas Commerce Bank National Association ("TCBNA") (incorporated by reference to Exhibit 1 to Form 8-K dated July 18, 1988). 4.10 --Amendment, dated as of May 10, 1990, to the Rights Agreement, dated as of July 18, 1988, between the registrant and TCBNA (incorporated by reference to Exhibit 1 to Form 8-K dated May 10, 1990). 4.11 --Agreement appointing a Successor Rights Agent under Rights Agreement dated June 1, 1990, among the registrant, TCBNA and Ameritrust Company National Association (incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended June 30, 1990). 4.12 --Service Corporation International 1995 Incentive Equity Plan (incorporated by reference to Annex B to Proxy Statement dated April 17, 1995). 5.1 --Opinion of James M. Shelger. 23.1 --Consent of James M. Shelger (included in Exhibit 5.1). 23.2 --Consent of Independent Accountants (Coopers & Lybrand L.L.P.). 23.3 --Consent of Independent Auditors (Ernst & Young LLP). 23.4 --Consent of Independent Accountants (Barbier Frinault & Associes, Membre d'Arthur Andersen & Co., SC and PGA). 23.5 --Consent of Independent Auditors (Ernst & Young LLP). 24 --Powers of Attorney. (Incorporated by reference to Exhibit 24 to Registration Statement No. 33-60683 on Form S-3).
ITEM 9. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; -4- 5 (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of l934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -5- 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on the 11th day of January, 1996. SERVICE CORPORATION INTERNATIONAL *By /s/ James M. Shelger -------------------------- James M. Shelger Senior Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- R.L. WALTRIP* Chairman of the Board and Chief January 11, 1996 --------------------------------------------- Executive Officer (Principal (R.L. Waltrip) Executive Officer) GEORGE R. CHAMPAGNE* Senior Vice President and Chief --------------------------------------------- Financial Officer (Principal January 11, 1996 (George R. Champagne) Financial Officer) WESLEY T. McRAE* Managing Director-Financial January 11, 1996 --------------------------------------------- Reporting (Principal Accounting (Wesley T. McRae) Officer) ANTHONY L. COELHO* Director January 11, 1996 --------------------------------------------- (Anthony L. Coelho) DOUGLAS M. CONWAY* Director January 11, 1996 --------------------------------------------- (Douglas M. Conway) JACK FINKELSTEIN* Director January 11, 1996 --------------------------------------------- (Jack Finkelstein) A.J. FOYT, JR* Director January 11, 1996 --------------------------------------------- (A.J. Foyt, Jr.) JAMES J. GAVIN, JR.* Director January 11, 1996 --------------------------------------------- (James J. Gavin Jr.) JAMES H. GREER* Director January 11, 1996 --------------------------------------------- (James H. Greer)
-6- 7
L. WILLIAM HEILIGBRODT* Director January 11, 1996 --------------------------------------------- (L. William Heiligbrodt) B.D. HUNTER* Director January 11, 1996 --------------------------------------------- (B.D. Hunter) JOHN W. MECOM, JR.* Director January 11, 1996 --------------------------------------------- (John W. Mecom, Jr.) CLIFTON H. MORRIS, JR.* Director January 11, 1996 --------------------------------------------- (Clifton H. Morris, Jr.) E.H. THORNTON, JR.* Director January 11, 1996 --------------------------------------------- (E.H. Thornton, Jr.) W. BLAIR WALTRIP* Director January 11, 1996 --------------------------------------------- (W. Blair Waltrip) EDWARD E. WILLIAMS* Director January 11, 1996 --------------------------------------------- (Edward E. Williams)
_________________ * By his signature below, James M. Shelger, pursuant to duly executed powers of attorney filed with the Securities and Exchange Commission, has signed this registration statement on the date indicated on behalf of the persons listed above, designated by asterisks, in the capacities set forth opposite their respective names. /s/ James M. Shelger *By -------------------------------------------- James M. Shelger Attorney-in-fact -7- 8 EXHIBIT INDEX 5.1 --Opinion of James M. Shelger. 23.2 --Consent of Independent Accountants (Coopers & Lybrand L.L.P.). 23.3 --Consent of Independent Auditors (Ernst & Young LLP). 23.4 --Consent of Independent Accountants (Barbier Frinault & Associes, Membre d'Arthur Andersen & Co., SC and PGA). 23.5 --Consent of Independent Auditors (Ernst & Young LLP). EX-5.1 2 OPINION OF JAMES M. SHELGER 1 EXHIBIT 5.1 SERVICE CORPORATION INTERNATIONAL 1929 Allen Parkway Houston, Texas 77019 January 11, 1996 Service Corporation International 1919 Allen Parkway Houston, Texas 77019 Gentlemen: As General Counsel and Secretary of Service Corporation International, a Texas corporation (the "Company"), I am familiar with the registration under the Securities Act of 1933, as amended, of 2,000,000 shares of the Company's common stock, $1.00 par value (the "Shares"), to be offered upon the terms and subject to the conditions set forth in the Company's 1995 Incentive Equity Plan (the "Plan"). In connection therewith, I have examined the Amended and Restated Articles of Incorporation of the Company, as amended, the By-laws of the Company, the Plan, records of relevant corporate proceedings with respect to the offering of the Shares and such other documents and instruments as I have deemed necessary or appropriate for the expression of the opinion contained herein. I have also reviewed the Company's Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission with respect to the Shares (the "Registration Statement"). I have assumed the authenticity and completeness of all records, certificates and other instruments submitted to me and the correctness of all statements of fact contained therein. Based on the foregoing and having regard for such legal considerations as I have deemed relevant, I am of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, James M. Shelger General Counsel EX-23.2 3 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our report, which includes an explanatory paragraph pertaining to accounting changes, dated March 10, 1995 on our audits of the consolidated financial statements and financial statement schedule of Service Corporation International as of December 31, 1994 and 1993, and for the years then ended, which report is included in the Annual Report on Form 10-K for the year ended December 31, 1994. COOPERS & LYBRAND L.L.P. Houston, Texas January 11, 1996 EX-23.3 4 CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference of our report dated February 8, 1993 in the Registration Statement (Form S-8) pertaining to the 1995 Incentive Equity Plan of Service Corporation International, with respect to the consolidated financial statements and schedule of Service Corporation International included in its Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Houston, Texas January 10, 1996 EX-23.4 5 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.4 BARBIER FRINAULT & ASSOCIES PGA Membre d'Arthur Andersen & Co, SC Tour Franklin Tour Gan - Cedex 13 101, Terrasse Boieldieu - Cedex 11 92082 Paris-La Defense 2 92082 Paris-La Defense 8 As independant accountants, we hereby consent to the incorporation by reference in the registration statement of Service Corporation International, on Form S-8 and the related Prospectus to be filed January 12, 1996, of our report dated April 6, 1995 on our audits of the consolidated financial statements of Omnium de Gestion et de Financement S.A. as of December 31, 1994 and 1993, and for the two years then ended, which report is included in Form 8-K dated September 5, 1995. Paris-La Defense, France, January 11, 1996 /s/ CHRISTIAN CHOCHON /s/ BRUNO BIZET - --------------------------------- ------------------------------- BARBIER FRINAULT & ASSOCIES PGA Christian Chochon Bruno Bizet EX-23.5 6 CONSENT OF INDEPENDENT AUDITORS-ERNST & YOUNG LLP 1 EXHIBIT 23.5 CONSENT OF INDEPENDENT AUDITORS, ERNST & YOUNG LLP We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1995 Incentive Equity Plan and related Prospectus of Service Corporation International to be filed January 12, 1996 for the registration of common stock of our report dated December 22, 1994, with respect to the consolidated financial statements of Gibraltar Mausoleum Corporation and subsidiaries for the year ended September 30, 1994, included in the Form 8-K filed by Service Corporation International September 5, 1995 with the Securities and Exchange Commission. ERNST & YOUNG LLP January 11, 1996 Indianapolis, Indiana -----END PRIVACY-ENHANCED MESSAGE-----